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Finzsoft receives notice of takeover from Silverlake HGH

28 Jan 2015

The Board of Finzsoft Solutions Limited has received a notice of intention to make a full offer under the New Zealand Takeovers Code to purchase all of the equity securities of Finzsoft from Silverlake HGH Limited.

Finzsoft is a New Zealand banking and finance solutions firm, Finzsoft Solutions Ltd is a publicly listed company on the NZX Board of the New Zealand Stock Exchange.

As signalled to the market in December last year, the Finzsoft Board welcomed the announcement that Andrew Holliday, who is both the managing director of Finzsoft and associated with Holliday Group Holdings (ICT Investments) Limited, the majority shareholder of Finzsoft, had formed a company, Silverlake HGH with Silverlake Axis Limited, a provider of digital economy solutions, and that Silverlake HGH intended making an offer to all Finzsoft shareholders at a price of NZ$3.00 per share.

At that time, Silverlake HGH also advised Finzsoft that it had entered into a lock-up agreement with Holliday Group, under which Holliday Group had agreed to accept Silverlake HGH’s offer of NZ$3.00 per share in relation to all of its approximately 65.916% shareholding in Finzsoft.

If the proposed offer proceeds, Silverlake HGH intends to offer to purchase all of the ordinary shares and certain entitlements of the vendors of Sush Global Solutions Limited to the company.

The offer document indicates that Silverlake HGH intends to offer a total consideration of $3.00 in cash for each share, and a total of $409,000 in cash for the Sush Entitlements.  

The offer will be conditional upon Silverlake HGH receiving acceptances from holders of equity securities, which will confer 65% or more of the voting rights in Finzsoft. 

Under the Lockup Agreement, Holliday Group has agreed to accept Silverlake HGH’s offer in respect of all of its approximately 65.916% shareholding in the company shortly after the formal takeover offer has been made. 

A copy of the takeover notice was provided to NZX and to the Takeovers Panel. NZX says the company has engaged KordaMentha to prepare an Independent Advisor’s Report on the merits of the offer for the purpose of Rule 21 of the Takeovers Code. 

The company is preparing a Target Company Statement in anticipation of the offer being made. This will be provided to shareholders together with a copy of the Independent Advisors’ Reports. 

If Silverlake HGH decides to proceed with the offer, it will send the finalised Offer Document to shareholders within the next 30 days. 

The independent directors of Finzsoft advise shareholders to await the arrival of the Independent Advisor’s Reports and the Target Company Statement before responding to Silverlake HGH’s offer. 

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